The Spider of Two Worlds
by dragonfang33
Summary: In the aftermath of the Inheritor War, the Spider-Verse has lost many Spiders to the Vampires onslaught. Yet on Earth 621413, a World born without a Spider, a new darkness rises when a twist of fate changes the course of history, a darkness that can only be stopped by a Spider born of Two Worlds.
1. Chapter I: A World Without a Spider

Location: Parking Lot of Canterlot High, Earth 621413 sundown

The Spider crept across the cold pavement. To the naked eye the Spider seemed no different from the millions of other Spiders that inhabited the Canterlot City, save for the star on its' back. Yet what made this Spider far more different from it's brethren was that it glowed. All it could remember of the past few days was passing through the statue in front of the massive school, it's body having being filled with energy by the beings on the other side of the portal within the statue. Energy that was slowly killing it, as the Spider crept across the ground, one thought filled it's mind. Vengeance.

Within the forest that surrounded the school, a lone figure moved. Swift and silent. Clad in a black and white hooded costume with magenta webbing, latched to her right wrist was a silver watch. What set her apart from other beings like her, she moved at speeds and with an agility that was far beyond what a Human should've been capable of, she could cling to the trees as if she was an insect. On her homeworld of Earth 65 she was known to the public as Gwen Stacy, drummer of the MJs, and also by her alter-ego: Ghost Spider. She'd arrived here on a mission. This was a new world in the vast Web of Life and Destiny that held the Spider-Verse together, but a world with an anomaly: There was no Spider on this world. Rather there was something else, something dark, something not of that world that remained hidden in the shadows. The Master Weaver had insisted that a Spider be sent to investigate, and she'd volunteered to be the one to investigate.

"Next time," Gwen said, to herself, as she leapt to the next nearby tree, "I'm taking the bus." She'd spent the last hour since her arrival in this world attempting to make her way out of the forest she had found herself in. Yet the journey also gave her time to reflect, she'd volunteered for this mission, and had requested simply that she be allowed to conduct it alone. When UK and some of the others insisted that she take another Spider with her, she'd simply said she needed some time to herself. Today was the anniversary of a moment she wanted forget but couldn't. Her mind filled with the memories of that terrible night on her world. The night of her greatest failure, and greatest loss. The sight of the boy who had been like a brother to her, his mind shattered by years of bullying, his body poisoned by the serum he had injected himself with, lying in her arms. His last words seared forever in her mind:"I just wanted to be special like you."

Ever since that terrible night she had wanted to do something, anything, to change how things had played out. She'd taken the blame for his death, she'd been hunted and was hated on her homeworld. All to save her friend's good name. She owed him that much.

"I'm sorry Peter," Gwen said, under her breath, "I'm sorry." Despite her feelings she still had a job to do. Leaping from tree to tree, Gwen slowly made her way through the forest. Eventually she saw her destination, a large concrete building near the edge of the forest. Yet just as she approached the building, she felt an all too familiar tingling sensation in the back of her head, which only got stronger as she approached the building. It was a warning familiar to all Spiders, it meant something was seriously wrong. With one final leap, Gwen reached a tree near the edge of the forest. From her vantage point in the tree Gwen could make out six girls standing around a beat up old pickup truck.

"Not very threatening," Gwen said, to herself, as she prepared to fire her web shooter towards the building. Yet just as she was about the press the trigger, her Spider Sense once again went off, this time even stronger than before.

"Wallflower," a voice shouted, Gwen turned just in time to watch two girls, one clad in jeans and a green striped shirt, the other a fiery redhead dressed in an orange t-shirt, purple skirt, and black leather vest, emerged from the building. As the girl in green approached, once again Gwen felt the all too familiar tingling in the back of her head, something about that girl. From that distance it was hard to make out what they were saying exactly. Yet it was what the girl in green shouted that sent a chill down Gwen's spine.

"I HATE YOU!" Wallflower shouted, those three words cut Sunset deeper than anything that had occured over the past few days. Even more then the hate filled glares her friends had given her as she walked past. Her friends, they had abandoned her, as if they had forgotten everything they had been through. Forgotten that she wasn't the same girl who had tormented them for so long.

"I wanted to teach you a lesson by erasing your friends good memories of you," Wallflower continued, as she reached into her backpack, "But obviously THAT didn't work." Slowly Wallflower pulled out a large stone upon which was carved a large eye, a cold grin crept over Wallfowers' face, a grin which sent a chill up Sunset's spine, a chill only magnified by what Wallflower said next. "But what if I erase ALL their memories of high school."

"YOU CAN'T," Sunset pleaded, "You'd be stealing their memories of each other." Her words had no effect on the girl, as she raised the stone.

"They'll think of each other the way you think of me," Wallflower said, as she aimed the stone at the shocked group, "WHICH IS NOT AT ALL!" With that final word, a stream of blue energy emerged from the stone. For Sunset there was no hesitation, no need to debate her course of action in her mind. She wouldn't let it happen again.

"NO," Sunset shouted, as she leapt into the beam's path, absorbing the full impact of the beam.

"It was my fault their friendship ended before," Sunset said, as the stone's magic began to take effect, "I'd rather give up my own memories before I'd ever let it happen again." For Sunset it felt as if her very personality was being ripped from her head, as the memories of her friends, her entire life were torn from her. Yet for Wallflower none of that mattered, all that mattered to her was that Sunset suffered. That her life was destroyed the way hers had been.

From beneath the truck the Spider saw everything, as Sunset fell to her hands and knees, dazed and confused, her mind from the last few years completely erased. Yet concern for the girl was the last thing on it's mind. It could sense it, she was one of the creatures that had subjected it to the experiment that had left it in this state. It was her fault it was dying, her fault it was suffering. Even if it was the last thing it did, it would see to it the girl paid the price for what her kind had done. With the girl and the others like her distracted the dying insect leapt from beneath the truck, landing on the back of Sunset's vest, before crawling under the collar of her shirt.

From her vantage point, Gwen felt her heart sink as the other girls raced to their stricken friend's side. She didn't know what was going on. All that mattered was getting that stone away from the other girl, before things escalated any further. Yet just as Gwen was about to make her move she was blinded by a bright flash of light, which seemed to originate from the necklaces the girls wore. When the light finally cleared the girls had been changed, their clothing having been replaced by far more outlandish outfits but most striking of all, each one had sprouted the ears and tails of a horse, and two even possessed wings.

Wallflower had been stunned into silence by what she had just witnessed. All five girls before her now were enveloped with a seemingly otherworldly glow as their bodies were filled with magic. For the first time that day she was genuinely afraid of what these girls would do, but at the same, the envy she felt towards Sunset only increased by what she was now witnessing.

"Wallflower," Twilight said, "You have magic you do not understand. But it is nothing compared to the magic of…" Before Twilight had a chance to finish her sentence Pinkie Pie cut her off.

"Yeah yeah," Pinkie said, smiling, "we get it. LIGHT HER UP LADIES!" Slowly the girls began to gather the energy that surrounded them, yet just as they were about to unleash the energy, Sunset suddenly let out a loud scream as she felt something bite into the back of her neck, breaking her concentration. Overcomed by a sudden wave of dizziness Sunset fell to the ground, her outfit shifting back to what it had been before, as her body was wracked with pain and nausea. Out of the corner of her eye she spotted something falling from her hair, it was a dead spider. Yet as Sunset looked closer at the spider she noticed an all too familiar pattern on its abdomen.

"A Star Spider here," Sunset said, as her body was suddenly wracked with sharp pains, 'I've been bitten by Star Spiders before. But I've never felt so sick from a simple spider bite.' One by one the others descended and raced to their stricken friend's side.  
"Sunset are you okay," Twilight said, as she knelt by her friend's side.

"I don't know," Sunset moaned.  
"You won't be for long," Wallflower said, as she once again aimed the stone at the group, "In fact you won't remember anything." It was at that moment a loud thwick was heard, before Wallflower had a chance to react she felt the stone being ripped from her hand.

"That's more than enough," Gwen said, as she leapt from the tree, grabbing the stone in mid air, "You won't be causing any more trouble with this."

"GIVE IT BACK," Wallflower shouted, with tears in her eyes.

"I think not," Gwen replied, "now I'm giving you a chance. You walk away now, and I'll forget what I saw here." Wallflower was by now beside herself with anger. It was bad enough that Sunset and her friends had ignored her, but now here was someone who didn't even comprehend what she'd been through, telling her what to do.

"I just want people to like me," Wallflower shouted, "I want them to forget all of the bad memories they have of me. HOW CAN THAT BE WRONG!"

"Don't think you're the only one who has bad memories," Gwen replied, "But unlike you, I could never forgive myself if I ever forget those memories. An old friend once told me with great power comes great responsibility," before Wallflower had a chance to respond, Gwen crushed the stone as if it was made of paper, releasing the memories that were held captive within it, "and you've shown you don't deserve that kind of power." At first Wallflower froze in fear at what she'd just witnessed. How could anyone be strong enough to crush solid stone? Yet that fear soon evaporated, as she watched the memories she had taken return to their owners. As the dust fell from Gwen's gloved hand, Wallflower lunged at the masked figure, her mind blinded by anger. Yet before Wallflower had a chance to react Gwen fired a single burst from her webshooters, wrapping the enraged girl in webbing, and pinning her to the back of the pick up.

"Do yourself a favor," Gwen said, "don't fool around with people's minds. It never ends well," just as Wallflower was about to speak, Gwen fired another burst, webbing Wallflower's mouth shut, "save the villain monologue for someone who cares. Because I don't have the time to deal with this." With that Gwen leapt onto the roof of the truck, before jumping onto the wall of the building.

"Twilight," Sunset said, as her head began to clear, "Sparkle." It was at that moment Twilight' eyes lit up.

"Sunset Shimmer," Twilight said, as she helped her friend to her feet, yet just as she was about to embrace her friend, Sunset suddenly grabbed her head, as she was overwhelmed by a strong tingling in the back of her head. By now Gwen had reached the third floor of the building when her Spider-Sense once again went off, this time stronger than ever.

"It can't be," Gwen said, under her breath.

"Sunset," Twilight said, as Sunset fell forward the pain in her head becoming almost unbearable, "What's wrong?"  
"I don't know," Sunset said.

"You don't think it's a side effect from that stone do ya?" Applejack inquired. "Speaking of which what happened to Wallflower?" It was at that moment they heard a muffled cry coming from behind the truck. Without even thinking Rainbow Dash ran to the back of the truck, finding Wallflower pinned to the back, her eyes alight with fury and humiliation.

"Uh guys," Rainbow said, "You might want to see this." Slowly the other girls made their way to the back of the vehicle.

"Is that a spider web?" Applejack asked

"Looks like it," Fluttershy replied, "but there are no spiders big enough to produce this much webbing."

"Oh maybe we can ask the girl in the hood and the mask whose climbing the wall," Pinkie Pie added. Before any of the group had a chance to look up, Gwen fired her webshooter in the direction of the forest, before swinging towards it. "Oh no, wait she's swinging away." At first the group looked at Pinkie with confused glances, with her only shrugging her shoulders.

"Remember when that might have been weird," Rainbow said, chuckling. It was at that moment Sunset fell to her knees, her body once again being wracked by pain.

"SUNSET," Twilight said, grabbing her friend, "we need to get her to a hospital."

"No," Sunset said, "I'm fine. Besides I don't have insurance," her thoughts immediately turned to Wallflower, "I need to talk with Wallflower," once again Sunset doubled over in pain.

"Dash can you get Sunset home she's in no condition to help anyone," Applejack said, as she raced to the front of the truck, where she retrieved a small pen knife, "The rest of us will get Wallflower out of that stuff."

"Way ahead of you," Dash said, grabbing Sunset by the arm, before bolting in the direction of Sunset's apartment.

"Do you think Sunset will be okay," Fluttershy said.

"Hope so sugarcube," Applejack said, as she began to cut through the webbing holding Wallflower. However once Wallflower's hands were free of the webbing she tore through what remained, pushing Applejack out of the way.

"Hey now sugarcube…" before Applejack could even finish her sentence, Wallflower cut her off, tears flowing from eyes that were filled with only one emotion anger.

"DON'T CALL ME THAT," Wallflower screamed, "IT'S ALL YOUR FAULT I EVEN DID THIS!"

"Hey what did we do?" Pinkie inquired.

"ALL I WANTED WAS FOR PEOPLE TO LIKE ME," Wallflower said, "TO FINALLY BE MY FRIEND, BUT YOU AND THAT MASKED FREAK TOOK IT ALL AWAY FROM ME."

"Masked freak?" Rarity asked

"Told you so," Pinkie Pie replied.

"Wallflower we know you're upset," Twilight replied, trying to calm the enraged girl, "and we're sorry for how we treated you."  
"NO YOU'RE NOT," Wallflower shouted, "YOU DID THIS ON PURPOSE TO MAKE YOURSELVES LOOK GOOD, AND MAKE ME LOOK RIDICULOUS. JUST LIKE EVERYONE ELSE! I HATE ALL YOU!" With that final word Wallflower spat in Twilight's face before running off into the gathering darkness, tears streaming from her eyes.

"Wallflower wait…" Twilight said.

"Twi, just let it go." Applejack interrupted. "She's obviously upset. Talking ain't gonna do notin now, but upset her more. Give'er a day or two to cool off, and think it over. I'm sure she'll come around."

"I hope so," Twilight said, with a hint of concern in her voice.

Location: Sunset Shimmier's apartment, later.

"Are you sure you're okay," Dash inquired, as Sunset sat on the stairs leading to her apartment. It had only been her insistence that had convinced Sunset to let her stay. So far what ever was affecting her seemed to have subsided. Thanks in no small part to the flu medicine Dash had retrieved from her apartment.  
"Yeah," Sunset replied, "I just needed some time to clear my head," her thoughts began to turn to Wallflower, "What do you think will happen with Wallflower?"

"Please," Dash replied, laughing, "We showed Truckflower that you don't mess with the Rainbooms."

"Now's not the time for poking fun at her," Sunset replied, rubbing her head, the headache she'd been experiencing refusing to go away, "She's upset enough the way it is."

"I know," Dash replied, sighing, "and all joking aside. I feel kinda bad for her. I mean all she wanted was to be acknowledged ...I mean I always acknowledged her."

"You opened a locker in her face, and didn't even apologize," Sunset replied.

"How did you?" Dash said, in shock.

"Mind reading powers remember," Sunset replied,

"Ok have I ever told you that your magic is beyond creepy, and in my defense the girl is like a ninja ok. I mean who just stands awkwardly to the side of someone else having a conversation?" Sunset smiled if there was one thing that always cheered her up it was Dash's humor. Yet just as Sunset was about to form a reply, her head once again began to throb and the nausea returned.

"SUNSET," Dash said, racing to her friend's side.  
"I'm fine Dash," Sunset replied.  
"Sunset you need to face facts," Dash said, "You're sick, and you need to see a doctor."

"Look it was just a spider bite," Sunset said, "it's not a big deal."

"You do know some spiders are poisonous right?" Dash crossed her arms, "and how do we know you're not allergic to spider bites?"

"It doesn't matter, and for the last time I know that spider wasn't poisonous," Sunset said, "It's just I'm more worried about Wallflower, I'm worried she might do something rash."

"Hey if she does that's what these are for," Dash pointed to the necklace she was wearing. "Still I think we need to take you to a doctor."

"And tell them what when they examine my blood?" Sunset said, "That I'm a unicorn from a far off magical kingdom? Or did you forget that I'm not exactly human?" At first Dash was about to insist once more that Sunset go to the doctor, but then realized she had a point. The last thing any of them needed was S.H.I.E.L.D banging down their door.

"Get some rest," Dash said, putting her hand on Sunset's shoulder, "and if you feel any worse call us ASAP." Sunset simply smiled, as she staggered to her feet.

"Sure thing Rainbow," Sunset said, "I'm just glad to have you all back."

"You have no idea," Dash replied, as the two friends parted ways. Once Dash was out of sight Sunset staggered her way to her bed room, barely able to keep her balance. Perched on the wall of the alleyway across the street Gwen watched as the young woman stagger inside.

"So much for this world not having a Spider," Gwen said under her breath. "Looks like I'm going to be in for a long day tomorrow."

Location: Wallflower's garden, later that evening.

To say that Wallflower was enraged would've been an understatement. Everything she had done for the last few weeks had fallen apart in the space of one night. She made her way through the incomplete garden, her eyes still filled with tears. This was to have been her gift to the school, something she thought would finally make the students like her, accept her, _remember_ her. But after tonight, she'd be lucky if she wasn't treated even worse then she already was.

"IT'S NOT FAIR," Wallflower screamed. In her mind her rage had one focus: Sunset Shimmer and her stupid friends. Ever since she'd started attending Canterlot High she'd admired Sunset. At first she was afraid after hearing the rumors about the bully she'd been. But after seeing Sunset for the first time, seeing not a bully but rather a confident, assertive and inspiring young woman. A woman who was everything she was not. She'd wanted nothing more than to make friends with her, but it had all been for not. Her thoughts then turned to the masked figure who had intervened, and her rage only increased. It had been bad enough that everyone's memories had been restored, but the added humiliation that figure had put her through, was too much. Her rage finally boiled over as she tore through the flowers and other plants, like a maniac. All she could see was red, her mind so filled with anger and hate that she didn't see, nor, cared what she had just done. As Wallflower slowly regained her composure, she finally saw what she had done to her beloved garden. All her work destroyed.

"THEY'LL PAY," Wallflower sobbed, as she feel to her knees.

"We can help," a voice, almost like a whisper, said, snapping Wallflower out of her tears. Wallflower at first wanted to ignore the voice, thinking it was all in her mind. Yet something compelled her to respond.

"Who... Who said that?" Wallflower inquired.

"Friends. Friends who want to help," the voice said."Friends who saw what _they_ did…"

"Friends?" Wallflower's eyes lit up at that word. "So there's more than one of you?"

"Yes, we are many, yet we are one."

"And you're my friends?"

"Yes" That word rang clear in Wallflower's mind. Finally there was someone who accepted her, who would finally be there for her when she needed it the most.

"Well, who are you? Where are you? Can I see you?" She said rising to her feet.

"We are the ones who watched over this place. The ones who have watched over you."

"Wa..Watched over me?"

"Yes, such loneliness. Such isolation. We feel your pain. We understand it well. For so long we too have been lost. Alone, and forgotten. Betrayed and abandoned by those we'd call friends. Just like you."

"Yeah, I totally get it. But why help me?"

"We have been weakened by time, but you, you brought life to this place, you have kept us alive. For this kindness, we are grateful. We have watched as those around you ignored you, forgot you even existed, forcing you to be so alone. We can make them pay, we can make them _all_ pay. We offer you a chance to end your loneliness, to take what is yours by right. We ask for only one thing from you..."

At first Wallflower wanted to say no, she wanted to run to get as far away from this place as possible, but instead she responded: "What do you need? Anything you want it's yours, you can have it." It was then Wallflower looked up. There in the tree above her head was a large, black spider sitting in its web. The voice's only reply was:

"A host."

With that Wallflower's world went black.


	2. Chapter II: Great Power

Location: Sunset's Apartment, Canterlot City, Earth 621413, morning

To say that Sunset's night had been uncomfortable would've been an understatement. Throughout the night her entire body had felt as if it had been on fire, her mind racing at a nearly unbearable pace, as the enhanced spider venom raced through her bloodstream changing her very DNA. It was only when her cell phone rang that her mind finally snapped back to reality. Groggily, Sunset reached over to her nightstand and grabbed the phone.

"Hello," Sunset said, as she sat up, "Oh hey Twilight. Yeah I'm actually feeling a lot better. Yeah, I'll meet you girls at school." Smiling Sunset sat her phone down, it was at that moment she noticed something off. It felt as if her senses had been dialed up to eleven, she could sense the presence of everything in her room, right down to the individual threads in the bed sheet. At first Sunset chalked this up to her having had a sound night's sleep, yet when she looked at her dresser she was surprised to see that her phone was missing.

"Huh? I could've sworn," as Sunset lifted her hand, she saw her phone still in it.. At first Sunset tried to brush it off as her having simply forgotten to put the phone down, as she sat her hand on her night stand to her surprise the phone refused to come off.

"Okay that's," Sunset said, as she pulled on the phone trying to free it from her hand, "Did I get something sticky on my hand last night?" With one final grunt she managed to finally get her phone free of whatever was holding it in place. Only to find that it was now sticking to her other hand.

"What the did I spill soda on my hand or something?" Sunset said, as she once again tried to pull the phone free of her grip, however this time it proved to be much more difficult. After five minutes of trying to free the phone Sunset began to get panicky, there was nothing that should've made her hands this sticky. She had become so caught up in trying to free her phone, that she failed to notice herself coming close to tripping over her bed. Stopping only when she felt a sharp tingle in the back of her head. What she did next shocked her, leaping over her bed and suddenly finding herself sticking to the ceiling with nothing but her feet and free hand.

"WHAT IN THE…" Sunset was so shocked by what she had just done that she lost focus for just long enough that whatever it was holding her up faded, sending her careening into her bed.

"My head," Sunset moaned, as she pulled herself out of her covers, only to find that the covers were now sticking to one of her hands

"This is getting ridiculous," Sunset said, as she pulled the covers free. Once she had managed to get herself untangled she grabbed her phone and fired off a text to Twilight.

"Twilight I need you and the others to meet me in the music room at school. Urgent." As soon as she hit send she tried to put the phone down only to find it sticking to her hand once again.

"OH, COME ON!"

Location: Intersection of Atlas Avenue and Faust St, Canterlot City, a half hour later

"Okay calm down Sunset," Sunset said, as she raced down the street. She was already running late, having spent the better part of the last half hour trying to get dressed, yet her clothes had kept getting stuck to her hands. "I'm sure there's a logical explanation for this. I mean Applejack's super strong, right? She probably rips door knobs off all the time." Sunset kept running the events of the morning through her head, since when did she get new magic? Were the others experiencing these same events? Sunset was so lost in thought that she failed to notice the signal change from red to green, at least not until the strange tingling she had felt in the back of her head returned, this time much stronger than before. Sunset turned just in time to see a large truck begin to make its way through the intersection. Acting on pure instinct Sunset jumped out of the way just in time, what she didn't expect though was to jump a full two stories in the air, and latch onto the wall of a nearby building. For the first time in years Sunset was stunned into silence, at what she was seeing.

"What in the name of Celestia is happening to me?" Sunset shouted. It was at that moment though, an elderly man, with a greying mustache and wearing dark glasses opened the window next to Sunset.

"Keep it down will you," the man said, "I'm on the phone," it was then the man noticed that Sunset was actually clinging to the wall with little more than her fingertips and feet, "Wait, how are you doing that?"  
"Sir," Sunset replied, "I honestly have no idea."

"Hang on a second," the man said, as he grabbed his phone, "Jack, Steve. It's Stan stop the presses I've got our Power Ponies killer."

"Trust me I wouldn't dream of doing anything else," Sunset said. It was at that moment she heard a loud thwick. Before Sunset had a chance to react, the strange tingling in the back of her head returned this time far stronger than ever before.

"Having fun there rookie," a female voice said. Sunset looked up to find herself face to face with a girl clad in a black and white bodysuit with a white hood and mask covering her face and hair, and like her she was sticking to the wall.

"What? Who are you? How did you…" Sunset stammered.

"Climb up," the girl said as she proceeded to make her way up to the roof.

"Wait climb," Sunset said, "I can barely move."

"It's easy rookie," the girl replied, as she pulled herself onto the ledge, "one hand and one foot in front of the other. Sheesh, it's almost like you've never done this before or something."

"Well until this morning I wasn't pulling doorknobs out of their sockets and sticking to walls," Sunset replied.

"Well you can hang there all day, or climb up here. Your choice," the girl said. Breathing in Sunset slowly detached one of her hands, and moved it upwards, followed by her other hand, and then her legs, a process which she repeated, slowly at first. But to her surprise she soon found herself to be enjoying it.

"I can't believe I'm actually doing this," Sunset said, as she climbed up the side of the building, almost as easily as she could walk. After some time Sunset finally made it to the roof to find the girl lounging on some air vents. Earbuds in her ears and the sounds of faint music in the air.

"What kept you?" she said.

"I just," Sunset said, looking at her hands, "I can't believe I just did that."

"Welcome to the club," the girl said, leaping from the air vents, and landing perfectly in front of Sunset.

"So who exactly are you," Sunset asked. "And how did you do that web thing?"

"Web Shooters," the girl replied, "a gift from an old friend. As for who: just call me the Amazing Ghost Spider!" There was an awkward silence as Sunset stared dumbfounded at the girl in front of her.

"That is quite literally the most ridiculous name I've ever heard," Sunset said, trying to muffle her laughter.

"This coming from the girl named after a time of day," Ghost Spider said "Look rookie, just think of me as your friendly neighborhood spider woman ok."

"That's even worse," Sunset replied, "Wait a second I never told you my name? How do you?"

"Your friend talks loudly."

"Wait you've been following me?" Sunset said, in shock.

"Let's just say Spiders have to stick together rookie," Ghost Spider replied.

"Ok, let me rephrase that: _why_ were you following me?"

"I wanted to know if you'd develop powers."

"I think that's a given," Sunset said, folding her arms, "So why are you here?".

"All you need to know is that I have a job to do," Ghost Spider said. "And you, rookie, seem like the type to put her nose in places it doesn't belong. As you've probably noticed you can sense me. All I want you to do is ignore me. Got it?"

"Wait, if this is about some sort of dark magic, my friends and I can help."

"And that is exactly what I was talking about. Besides, I don't do friends."

"How can you…." before Sunset had a chance to finish her statement, Ghost Spider cut her off.

"I have my reasons," Ghost Spider replied, as got on the edge of the roof, and fired a web line, "see you around rookie."

"Wait," Sunset said, but before she could finish Ghost Spider swung away, "how do I get down from here?"

Location: Wallflower's Garden, that morning

Wallflower slowly regained her composure, her mind awash in half finished thoughts. The night before was just a blur. All she could remember was coming to her garden, the one place in the world where she truly felt at peace, to vent her rage at what Sunset and her friends had put her through. She remembered the rage that filled her, and as she looked around, seeing the uprooted plants. Plants whose care she had put her whole life into, lying on the ground the very life snuffed out of them, her heart sank seeing them like there had been that strange voice, the one that had claimed to be her friends. For the first time her heart soared at the thought of finally being accepted by someone, anyone. Yet there was no one to be seen.

"Where are you?" Wallflower shouted, no answer. She shouted again, and still no answer.

"Guess I must've dreamed it" She said, feeling like her heart had just been ripped from her chest. She should've known better. It was at that moment, from the corner of her eye, she spotted Sunset's friends, and once again she could feel her rage build. All she wanted at that moment was to strike back. Yet something seemed to hold her back. Something she didn't fully understand. Slowly she attempted to stand up, yet for some reason found it incredibly difficult, she'd never felt so weak in her life.

Dazed, Wallflower slowly made her way into the school, heading for the girl's bathroom, as more students began to make their way into the building. And, like always, she was largely ignored by her fellow students. Maybe it really was her fault she was so alone, she never really tried talking with anyone. No, every time she'd tried to make friends it always ended badly, and almost always Sunset was around. As far as she'd been concerned all her misfortunes were Sunset's doing.

"It's not fair," Wallflower said, trying her best to hold her tears in, "She's always the center of attention. What did she do to win them over when they hated her for so long?" Her thoughts turned back to the previous afternoon, how that masked figure had intervened on Sunset and her friends behalf.

"What gave her the right," Wallflower said, as she rubbed cold water on her face, "she stood up for those girls, for everyone who ignored me, and acted like I was the one who was in the wrong," her thoughts began to turn to that strange voice that had spoken to her in the garden, it claimed to be her "friends," and yet it now seemed as if the voice had never existed. Looking in the mirror Wallflower noticed something she had not seen before, around her neck was a black pendit.

"Where did…" it was at that moment the voice that she'd heard from earlier once again echoed in the head.

"Hello friend," the voice said. A look of shock came over Wallflower's face.

"You're real?" Wallflower asked, as she looked around the bathroom for the source of the strange voice.

"We are very real. We see you have recovered from our bonding."

"Bonding," Wallflower inquired, "I don't understand."

"We need a host to survive, and have chosen you friend. We thank you, and we will repay your kindness in time." Wallflower simply smiled, "but we need to feed. We must become stronger."

"Well if it's food you want we can go get breakfast." As Wallflower made her way to the door, it suddenly opened knocking her down, as another girl with bright orange hair and glasses made her way in, completely ignoring her due to the earbuds in her ears. Once again Wallflower felt her rage burning. Once again she had been completely ignored.

"Excuse me," Wallflower shouted, trying to get the other girl's attention. Yet the girl continued to ignore her. "I said EXCUSE ME!" The moment her hand touched the girl's shoulder, black, shadow like tendrils emerged from her fingers, and dug into it.

"Hey what…" before the girl could finish her statement, she suddenly felt incredibly weak, and collapsed to the floor. Wallflower pulled back at what she had just done, she suddenly felt stronger. Looking at the girl lying on the floor, she truly felt afraid of what she'd gained. She wanted to get even with those who she blamed for for her years of loneliness and isolation, she never wanted to hurt any one.

"Wha… What was that?" she said.

"Breakfast." the voice said.

"Is… is she…"

"No," the voice said "only unconscious, she will awaken soon, and with no memory of what just happened."

"What did we do to her?" Wallflower said, her voice shaking.

"There is a magic that permeates all living things in this world. Most of your kind go their entire lives never noticing. Never realizing the true power at their fingertips. We have... "borrowed" some of this magic, and are using it for a greater purpose. We can assure you friend, there are no lasting damages. This one will be fine."

Wallflower couldn't think of anything to say in return, it felt like a nightmare.

"Nothing less than what they deserve for ignoring you for so long," the voice said, "Now, they nourish us." Wallflower raced out of the bathroom. Trying her best to put what she had just done out of her mind. That was until she spotted an all too familiar sight: Sunset Shimmer.

"You want nurishment," Wallflower said, her anger once again bubbling up, "I've got the perfect second course."

"No, not her, not yet!" the voice replied, "we are not strong enough." Suddenly Wallflower felt an entirely different emotion mixing with her anger: fear. Yet what did she have to be afraid of? What did her new friends have to be afraid of? Absolutely nothing.

Location: Near Music Room, Canterlot High, a few minutes later

Sunset had remained lost in thought, still finding what she had been able to accomplish coming to school nearly impossible to believe. Sticking to walls, climbing the side of a building as easily as she could walk, and then leaping from rooftop to rooftop with nearly no sense of vertigo or even missing her mark, until she found a building with a fire escape. Despite all of it, she hardly felt tired.

"Gah," Sunset said, as she put her hands over her ears, her senses were still heightened beyond what she was use to, she could literally sense where everyone and everything in the school was, and what they were doing. At first it seemed to be convenient but now it was starting to wear on her nerves.

"WHY CAN'T I TURN THIS OFF?" Sunset groaned, placing her hands over her ears. Opening the door to the music room she was greeted by the first welcomed sight she had seen all day. Her friends had gathered in the music room earlier, waiting for Sunset to arrive.

"Bout time ya'll showed up sugarcube," Applejack said, "we were about to send someone out to look for ya."

"Sorry I'm late," Sunset replied, "You have no idea what kind of morning I've had,"

"You woke up this morning with new insect powers after that spider bit you yesterday," Pinkie said, "and some old guy named Stan showed up out of nowhere while you were stuck to a wall?" Sunset simply stood there with her mouth agape, but then again this was Pinkie Pie it was as if the normal laws of the universe didn't apply to her at all.

"Yeah, that's terrifyingly accurate." Sunset replied.

"Uh what do you mean Sunset?" Dash inquired.

"I guess it's easier to show you," Sunset said, before leaping into the air, twisting her body around, and sticking to the ceiling

"Um, surprise." Sunset said meekly. Her friends were left stunned by what they were seeing, even with magic what Sunset had just done didn't seem possible.

"You just jumped ten feet into the air, and are sticking to the ceiling defying all known laws of gravity and momentum." Twilight said, stunned,

"I think what Twilight's trying to say," Rarity added, "is how are you doing that?"

"To be honest," Sunset replied, as she crawled across the ceiling and made her way half way down the far wall, before pushing back flipping onto the floor, landing perfectly, "I have no idea."

"And since when did you become so athletic?" Applejack inquired.

"Like I said I have no idea," Sunset replied, "have any of you experienced any, I don't know, new powers?"

"Nothing like that darling." Rarity said.

"Can't say any of us have developed new magic," Twilight added

"But still that was," Dash replied, "SO AWESOME!"

"Focus Rainbow," Applejack said.

"Wait," Dash added, "You don't think that spider that bit you yesterday might've had something to do with this?"

"Isn't that what I said?" Pinkie asked, the others simply looked at Sunset with confused looks.

"What spider?" Fluttershy asked. Sunset struggled to find words. As outlandish as the thought that her new found powers came from something as trivial as a spider bite, there really wasn't a better explanation.

"It wasn't anything serious," Sunset said, "it was just a small spider. I mean the only thing odd about it was that it was from Equestria."

"Wait you're telling us there is potentially an _Equestrian_ spider running around biting people and giving them superpowers?" Twilight replied, in shock, "Too many variables, too much to process."

"Relax," Sunset said, "it's dead." Fluttershy put her hands to her mouth, as tears filled her eyes.

"Oh dear, the poor thing."

"But what about portal in statue," Twilight added, trying to process what she'd heard, "more spiders get through." It was at that moment Sunset remembered her encounter from earlier that morning.

"I don't think Twilight's that far off," Sunset said.

"I don't like the sound of that," Fluttershy added.

"What do you mean sugarcube?" Applejack replied.

"There's someone else," Sunset replied, "who has powers like mine. Calls herself Ghost Spider."

"Oh you must mean the girl in the mask and hood who I saw climbing the wall of the school yesterday," Pinkie said. "Also, that's a pretty goofy name." The others simply looked at their friend, with confusion.

"Wait you knew about this," Twilight inquired, "WHY DIDN'T YOU SAY SOMETHING?"

"I did," Pinkie replied, smiling, "but she swung away so it wasn't that big of a deal."

"This is a big deal," Twilight said, "IT'S A VERY BIG DEAL! we need to find her, and help her. We need to find that other spider, and any others that might've come through the portal."

"That's the thing she made it pretty clear she doesn't want our help." Sunset said "She said she had a job to do and that I should stay out of it." Rainbow simply shrugged her shoulders.

"Well she's going to get our help whether she likes it or not," Rainbow said, "So any ideas on how to find her?"

"Apparently I can sense her, or something like that." Sunset said.

"Well what are we waiting for," Rainbow said, "Time to go spider hunting," she looked at Sunset with a goofy grin, "Uh no offense Sun-Spider."

"None taken," Sunset said, sighing. "Wait a second Sun-Spider?"

"We may have to workshop the name," Rainbow replied.

"So what do you intend to use those new powers of yours for anyway Sunset," Applejack asked, but before Sunset had a chance to respond Rainbow cut her off.

"Simple she's going to try out for the soccer team," Rainbow said, "and with me in charge the Wondercolts will be going to the State finals." Sunset rolled her eyes. Typical Rainbow Dash bravado.

"I'll think about it," Sunset said, smiling.

Wallflower crouched down beside the door, at first she had been ready to burst through and confront Sunset and her friends, but what she had just seen changed her mind. Since when was Sunset able to do anything remotely like that? How could she do anything like that?

"Was that what you were afraid of?" Wallflower said, under her breath.

"Those abilities are troubling, yes. But they are mere trinkets compared to our true power. No, we fear something much greater in that one. A power yet untapped." What the voice had said, only made Wallflower's blood boil. Once again Sunset was showing her up, well she was about to change that. As she was about to grab the door handle, she suddenly found herself unable to move her arm.

"No," the voice said, "We wait until we are stronger. Then we strike."


	3. Chapter III: Day of the Lizard

Location: Gymnasium, Canterlot High, that afternoon

"We should be out looking for that other spider," Rainbow said, as the girls finished stretching.

"We couldn't just ditch," Twilight said.

"Also I know Principal Celestia is concerned about magic," Applejack said, "But even I still find it hard to believe that magic spiders are running amok in the city," her gaze shifted to Sunset, "that Spidery Sense of yours picking up anything about that?" Sunset remained silent, over the course of the day she'd slowly adjusted to her new found gifts, despite a few rather embarrassing moments.

"To be honest not really," Sunset said, "I mean I'm still trying to figure out how these powers work." It was at that moment a loud whistle echoed throughout the gym.

"Line up ladies," an middle age man with a graying beard and graying hair shouted. For Sunset and her friends the final class of the day was probably their least favorite, save for Rainbow Dash: PE. Given it was a Friday afternoon it was dodge ball day, Mr. Cord's favorite, and naturally the class was split into two teams, Rainbow's and Trixie's. Like always Rainbow believed that it would be an easy win. Yet when Trixie picked Sunset, Rainbow couldn't help but get excited. Sunset may have just gotten an upgrade but she was nowhere close to Rainbow "Danger" Dash's level, and beating her newly spider-powered friend was a challenge Rainbow couldn't help but relish.

Sunset however had tried to convince Mr. Cord to let her sit out, trying her best to feign illness. Believing that the spider-human hybrid DNA that was coursing through her body, gave her an unfair advantage. But as always Mr. Cord simply shrugged it off as Sunset trying to get out of his class.

"Now, now Miss Shimmer," Mr. Cord said, smiling, "What kind of teacher would I be if I let you miss out of on a learning experience?"

"A teacher that understands when a student is sick," Sunset replied.  
"Take your place," Mr. Cord said. Sunset simply sighed in defeat as she took her place with Trixie's team.

"Ready to show them what we're made of," Trixie said, with her typical bravado. Sunset simply smiled. While the others in the class were still bound by the limitations of their human bodies, Sunset wasn't.

"Oh this'll be easy," Sunset replied, thanks to her enhanced senses she knew where everyone on the court was down to the last detail. The sound of Mr. Cord's whistle broke the silence of the gymnasium, the two team charged towards where a line of orange balls had been set up, but like always Rainbow's team had been able to grab the vast majority of them, while Trixie's team had only grabbed a few.

"Well what are we…" Before Trixie had a chance to finish her statement, one of the dodge balls struck her in the stomach.

"Looks like you're out Trixie," Rainbow laughed. Trixie simply growled, as she made her way over to the wall. Sunset couldn't help but laugh, yet just as Trixie leaned against the wall, Sunset once again felt that strange buzzing in her head, something she was slowly beginning to realize meant danger was close by.

A smile came over Lyra's face as she lined up what should've been a perfect shot, and an easy out, Sunset was distracted watching Trixie leave the field, but what no one on either team expected was for Sunset to jump a full foot in the air just as the ball was about to hit her, and back flip over the ball landing perfectly on the other side, as the ball flew past hitting another player. As Lyra looked on stunned at what could only be described as an impossible move. So stunned at what she had just witnessed the she failed to notice another player hurl a ball at her, striking her in the leg.

"Okay Sunset" Rainbow said, smiling, "Two can play at that game," with that last statement the blue necklace she wore began glowing, and she began hurling the balls at Sunset with greater speed. Yet with each throw, Sunset managed to dodge each one like it was nothing, though she managed to hit the rest of Sunset's team. Yet just as Rainbow threw the last ball, not only did Sunset manage dodge it, she actually caught it.

"Looks like I win speedy," Sunset said, with a smile to her face. Rainbow couldn't help but laugh off to the side of her mouth.

"Beginner's luck," Rainbow said, under her breath.

Location: Outside Canterlot High, after school

The final bell rang as the students body began to file out of the school, looking forward to an afternoon to themselves. Right now there was only one thing on her mind locating the girl who called herself Ghost-Spider. Sunset thought about what she had said on the roof that morning, about how she had a job to do, and didn't do friends. Sunset couldn't put her finger on it, but something about the girl told her she was hiding something. Something that she clearly didn't want anyone knowing about.

"Hey Sunset," Rainbow said, snapping Sunset out of her dream, "You awake, or what?"

"Sorry, was kind of lost in thought," Sunset replied, sighing. It was then she noticed the annoyed look on Rainbow's face, "You're still mad my team one upped you in gym today?"

"What? No," Rainbow said, smiling nervously, "I can handle a few losses every now and again," her gaze turned towards Sunset, "But is there any way you can turn those new super powers of yours off?" Sunset remained silent, but smiled as she thought back to what had transpired in gym. Anything to knock Rainbow down a few pegs was worth it.  
"Sorry Rainbow," Sunset replied, "I'm still stunned I even have these powers to begin with, let alone how to control them."

"Which reminds me," Applejack inquired, "Have any of y'all seen Wallflower?" A look of shock came over the group's face. They had been so preoccupied with what had been going on with Sunset that they'd forgotten about making sure Wallflower was okay after yesterday.

"Speaking of things," Pinkie said, nudging Sunset in the side. Sunset looked over at where Pinkie was pointing, seeing Wallflower emerge from the building, and like always she was alone. Breathing in heavily, Sunset slowly made her way over to where Wallflower was standing.

"Wallflower," Sunset said, as she slowly approached. Yet for Wallflower the mere sound of that voice was more than enough to get her blood boiling.

"What do you want?" Wallflower said, trying her best to ignore Sunset.

"I just wanted to see if you were okay," Sunset replied, meekly.

"You didn't seem all that interested in class today," Wallflower said. "You do know I'm in your math class right?"

"You were?"

"Typical," Wallflower replied, her anger only growing, "You really don't know or even care that I exist. Just like everyone else."

"That's not true Wallflower," Sunset said, trying her best to hold back her tears, "I do care that you exist, and you have every right to be mad at me for how I treated you. But I want you to know I'm sorry."

"Are you sorry you ignored and humiliated me? Or are you sorry that you feel bad for it?," Wallflower replied, as she started to walk away, "Well guess what little miss friendship. I don't need nor want your pity. I have friends now. Real friends who at least care enough to know that I exist." Sunset was left stunned, yet it was the look in Wallflower's eyes was far different from what it had been yesterday. There was something there, something dark, and it scared Sunset to no end as Wallflower walked off, vanishing into the crowd.

"I'm sorry Wallflower," Sunset said, to herself.

Location: SparkCrop Containment Convoy, en route to holding facility, Downtown Canterlot City, near the corner of Lee Street and Ditko Boulevarde, later that afternoon.

The sight of the armored convoy snaking its way through the streets of Canterlot City, was out of place to say the least. Most of the streets along its route had been closed, or had heavier than normal police presence to keep the curious away. According to the manifest that SparkCrop had submitted to the mayor the cargo was classified as hazardous waste. With a special request that the route be kept clear as well as secret, and with only authorized SparkCorp personnel allowed to escort the convoy. On board the massive vehicle at the center were a large number of SparkCorp security personal, all clad in highly advanced body armor, and armed to the teeth with assault rifles and a heavy machine guns trained on an armored steel door. They had one order: "shoot to kill anything that was not human."

Behind that door, in the center of the vehicle, stood a large cylindrical container filled to the brim with a bright blue liquid. Within the container was the source of the increased security. A massive lizard like creature, the shape of a large human with bright green scales, with its tail curled around its body. Down its back ran a large series of dorsal spines. Because of the contents the container was surrounded by ten guards, in addition to a group of scientists, who were tasked with monitoring the creature's vitals.

"He should've been killed," a cold female voice said, as she entered the chamber, "I don't know why the boss let him go through with his crazy experiment. Let alone allowed this freak to live." It was at that moment one of the scientist spoke up.

"With all due respect Gilda," one of the scientists said, "Peter had no idea what the energy of the machine was capable of, and I assure you physical mutations…" she paused for a moment as she thought back to the incident at the lab. How it had taken no fewer than a hundred of SparkCrops' best security troops to finally subdue the monster that had had once been Dr. Peter Conners.

"It's Captain Fetherwing to you Doc," Gilda said, "I still don't know what anyone saw in that milksop anyway," she walked up to the chamber and tapped on the glass, "Hear that puny . Conners. As far as I'm concerned you should be a handbag." It was at that moment the creature's bright red eyes flashed open, slowly a purple aura materialized around Gilda's hand. Despite her best effort to resist, she pulled her hand gun from its holster, and slowly squeezed the trigger. Four shots rang out, each one striking one of the four guards near the container. Before the the remaining guards had a chance to raise their weapons, the same purple aura appeared around their own hands. One by one they raised their guns to the underside of their chins, and one by one they pulled the trigger.

The scientists looked on in horror as the security guards fell to the ground. Slowly Gilda turned to face them, and once more she fired a single shot into each of the scientists. As the final scientist fell to the ground a low voice echoed through her mind: " _ **Release me**_." Despite her effort to resist, Gilda slowly made her way over to the control console and pulled a small level near its edge. Slowly the container began to open, the liquid draining out. A loud hissing voice echoing through the chamber.

" _ **If any God should will. To wipe from mind. The memory of this ill. Which is Mankind.**_ "

With that one final shot echoed through the chamber.

Location: Rooftop of MARVEL Enterprises, downtown Canterlot City

"We can not allow this lawless miscreant in our fair city," the elderly man shouted, as footage of Ghost Spider apprehending a carjacker played in the background, "Children may try to imitate her fantastic feats. Imagine what would happen if they make a hero out of this thrill seeking menace. There's no place for a phantom miscreant such as this, who refuses to let anyone know their true identity…." Ghost Spider simply sighed as she hit the pause button on her phone, and slid it into a pouch on her belt.

"Somethings just never change," Ghost Spider said, as she thought back to the events of that horrible night. How Jameson had twisted her friend's death for his own gains. Turning everyone, even her own father against her for nothing more than a publicity stunt to win more clicks on his news sites. Her mind drifted to what she had told her father the day she was forced to reveal her identity to him. "This mask is my badge. If I don't define it. Monsters like this will." Still none of that mattered now. She had a mission to accomplish, so far outside of petty thievery there was not really anything that would've required a Spider's presence, pulling her phone back out Ghost Spider flipped through the news stories. It was when she came across a story from a half year ago that her tone changed.

" _ **Terror at Friendship Games. High School Rivalry turns into Nightmare as unknown creature assals innocent youth.**_ " The video that played had been taken from a distance it showed two massive beings, engaged in a duel above the frightened crowd. Though it was hard to discern the images, one aspect of one creature caught her attention: Her fiery red hair.

"Well well," Ghost Spider said, to herself, "Looks like I judged you a bit too fast rookie." She had her lead, whatever the anomaly was that Karn had detected on this world. Sunset and her friends seemed like the best place to start looking.

Location: Outside Jewelry Store, Timely Avenue, Canterlot City.

"How do we expect to find a single spider in a great big city like this?" Twilight asked, "for all we know it's long gone, and if it's long gone that means it could be…." Before Twilight had a chance to finish her statement, Applejack slapped her hand over her mouth.

"Freaking out isn't going to solve the issue Twi," Applejack replied.

"Besides," Pinkie said, pulling her phone out, "Don't forget Sunset's not the only one who has super duper insect powers." She held her phone up to the others, the image of the Daily Canterlot Bugal's front page appearing on the screen: _**Menace of the Century: Phantom Spider Creature seen stalking City Streets. This Outlet Demands Action: J. Jonah Neighsay**_. Rainbow couldn't help but laugh.

"Don't tell us you believe that windbag," Rainbow asked.

"His blogs have the best cupcake recipes," Pinkie replied, laughing. The others couldn't help but laugh, if there was one thing that always helped the group relax it was Pinkie's sense of humor.

"In all seriousness," Sunset said, "we need to find that other girl. For all we know she's sick, or Neighsay might have a point about her abusing her powers. And if that's true what's to stop him from coming after us and eventually all of CHS?"

"Sunset's gotta point," Applejack replied, "Those spidery senses of y'alls picking up our Phantom Spider?" Sunset shook her head. As the group made their way down the street, they passed a large blue brick building. As they made their way passed, Sunset felt the back of her head begin to buzz. Just as the girls stopped to ask what was wrong three men with backpacks full of jewels, and wearing red scarves over their faces burst out of the jewelry store.

"STOP THEM," an elderly man shouted, emerging from the door, "THEY'RE GETTING AWAY WITH MY JEWELS!"

"Sorry girls," Rarity said, "The spider hunt will have to wait...FOR JUSTICE." One by one the pendents around the girls necks began to glow, and their clothing shifted to the costumes they had gained the night before, before taking off in pursuit of the fleeing crooks. From her vantage point on the roof of the jewelry store, Ghost Spider watched as the events unfold below her.

"Rookies," Ghost Spider said, to herself, as she fired a webline towards the building across the street from her, and swinging off after the group. For what seemed like an eternity the three crooks raced through the crowded streets, desperate to lose their pursuers.  
"Split up," the leader shouted, "they can't follow all of us." The two other crooks nodded, with each bolting in a different direction, one down an alley where he ducked into a dumpster, another across the street, while the leader kept going straight ahead. Nodding to each other the girls split up following one of the crooks. In the alley, as Applejack and Rarity ran past the man they had been chasing emerged from his hiding place, ready to bolt in the opposite direction. Yet just before he had a chance, a series of loud thwips echoed through the alley, the thief finding himself wrapped tightly in a spider web.

"You know it's not nice to rob jewelry stores in Ghost Spider's neighborhood," Ghost Spider said, as she lowered herself by a webline, and removing the thief's mask, "Can you say I'm going to jail?" However her actions hadn't gone unnoticed by either Applejack or Rarity.

"Hey you're that Phantom Spider Gal ol' Neighsay's was yammering on about," Applejack shouted, gaining Ghost Spider's attention.

"Sorry who are you two again?"

"Doesn't matter who we are," Applejack replied, "We've been trying to find ya'"

"Sorry ladies," Ghost Spider replied, as she swung over to the far wall, "I don't give autographs. Now if you'll excuse me there are some crooks that need to be taught a lesson, and it's so rude to cut in line." With that she climbed over to the edge and fired off another web line.

"Rude much," Applejack grumbled. As Ghost Spider swung off in the direction of the other thieves.

"Still you've got admire her fashion sense," Rarity added, "I mean that hood and magenta web combo…"  
"Rarity," Applejack replied, getting Rarity's attention.

"Oh right," Rarity said, as they chased after Ghost Spider.

Location: Near the intersection of Timely Avenue, and Ditko Boulevarde, Canterlot City, a few minutes later

Sunset and Twilight had chased the thief for what seemed like forever. While Sunset's Spider enhanced stamina gave her the advantage in athleticism, there was one thing that Twilight possessed, which Sunset lacked. Reaching her hand out she focused her thoughts on the thief. Before the thief had a chance to react his shotgun was surrounded by a purple aura, and was soon ripped from his hand, and quickly discarded into the street. Soon his entire body was surrounded by the same aura, and soon found himself thrown into a nearby dumpster.

"Looks like you gals took out the trash," Rainbow said, as she, Pinkie and Fluttershy raced up with the second thief, bound in a rope, who she tossed next to the dumpster.

"Thanks," Twilight said, "Say how did you," Twilight simply smiled as she saw Pinkie approach from behind, "Pinkie Pie's exploding confetti, of course."

"You'd be surprised how superstitious and cowardly the criminal lot is," Rainbow replied laughing. "Oh and Fluttershy's birds "borrowed" some rope." Fluttershy blushed. It was at that moment the buzzing in the back of Sunset's head once again went off, this time stronger than anytime before. Slowly Sunset turned around just in time to see Ghost Spider latch onto the side of the building, and start clapping

"Have to admit," Ghost Spider said, "I'm rather impressed rookie." Sunset however looked less than impressed.

"I have a name you know," Sunset said.

"Sunset Shimmer right," Ghost Spider replied, as she leapt off the side of the building, and landed in front of the group, "Also nice outfits. What is there a Magical Girl Convention in town?"

"Magical Girl," Rainbow said, "What's that supposed to mean?" However before Rainbow had a chance to finish her statement Sunset cut her off.

"Not the point," Sunset replied, as she faced her masked counterpart, "Look we know what happened to you, we just want to know where the spider that bit you is?"

"You know, I honestly don't know. Dead I suppose," Ghost Spider said, thinking, "I mean I've had my powers for two years now. Kind of had bigger things to worry about then what became of the spider." Twilight was simply stunned by what she had just heard.

"You were spider bite super powers two years," Twilight said, as the thought that for two years Equestrian Spiders, and god knows what else, had been crossing through the portal, filled her mind, "good not."

"She always like that?" Ghost Spider inquired.

"You have no idea." Sunset replied. "This is actually pretty tame for her."

"Should've seen her when she thought she'd forgotten her homework," Pinkie Pie added, "Oh you should come to my house for your big "I'VE HAD THE COOLEST SUPERPOWERS OF ALL TIME FOR TWO YEARS PARTY, OH AND RARITY'S JUST GOING TO LOVE YOUR OUTFIT!"

"Yeah I'll have to take a rain check," Ghost Spider said, as she fired her web shooter, towards a building in the distance, "See ya around rookie." As Pinkie began to drone on about what Ghost Spider was missing, a tiny squirrel ran up Fluttershy's leg and onto her shoulder.

"Oh Tippy Toes," Fluttershy whispered, "What brings you here today?" The squirrel began chirping like crazy, "Oh my a runaway truck...it's heading this way...um girls." However she spoke so softly she was easily drummed out by the sound of brakes squealing. At that moment both Ghost Spider and Sunset felt their spider-senses go off. Not five seconds later a massive truck came barreling through the intersection. Before overturning and striking a building on the far side of the street. From the inside a low rumbling could be heard, followed soon after by the sound of metal tearing apart. Emerging from the side of the truck was a massive seven foot bright green lizard like creature, clad in the tattered remains of what had once been a biohazard suit.

" _ **Gaze upon perfection ye mighty and despair,**_ " The monster said, as people who had come out to investigate, either whipped out their cell phones to photograph the creature, or began to flee in panic. To the creature they were imperfect, prone to illness, a blight upon the world in their current form incapable of surviving the next evolutionary cataclysm. Something he would remedy. His thoughts turned to one place, the lab in which he had transcended. From where he would unleash the very same force that had transformed him into the next stage of evolution. Slowly the spines upon the creatures back began to glow bright orange, and with a single breath unleashed a stream of fire, setting fire to all who were nearby, fire so hot it soon turned cars into liquid metal, as it set its sights on its final goal: the towering SparkCorp building in the distance. It would be there that the creature would set its final plan into motion. He would remake the world, nay the universe in his own image. Woe to those who stood in his way.

" _**For now I am become Death, the destroyer of worlds.**_ " The creature said, just as it prepared to storm off in the direction of the tower, two spider webs suddenly grabbed it by the back, Ghost Spider putting all of her enhanced strength into holding the creature at bay.  
"Hey little help here rookie," Ghost Spider said, Sunset didn't respond, as she raced to Ghost Spider's side grabbing one of her web lines, and adding her own enhanced strength to trying to hold the creature back.

" _ **Puny insects**_ ," The creature growled, with one swing of its arm it hurled both girls across the street, it was only due to both being able to cling to the wall that saved them from smashing into it. " _ **You see before you perfection. The dawn of a new race.**_ "

"Never seen a Lizard with an ego before," Ghost Spider said, yet as Sunset looked over at the masked girl beside her something felt off, she couldn't see her memories, but there was something about the vibrations her spider sense was picking up that felt different. It had never occured to Sunset that the spider hybrid DNA in her blood could actually be affecting her normal magic, yet her empathy was picking up that she was hiding something.

"You've faced this thing before haven't you?" Sunset said.

"You could say that, but it's a long story," Ghost Spider replied, it was at that moment both of their Spider Senses went off, both girls leapt from the side of the building just as a stream of flames struck where they had been setting fire to the building.

"Okay memo to self the Lizard in this universe breaths fire," Ghost Spider said, as they landed.

" _ **Spiders, Spiders burning bright in the forests of the night,**_ " The creature said, baring its fangs. Even as the screams of the people trapped in the blazing building began to echo through the city.

"Okay rookie," Ghost Spider said, "I'll keep the handbag distracted. Can you and your club get those people out?"

"Wait you can't fight that thing alone," Sunset said. Though her face was covered, a rather serious expression had crept over Ghost Spider's face. She'd already lost one friend because he tried to be like her. She wouldn't allow it to happen again.

"Go," Ghost Spider shouted, as she fired a webline towards the creature, Sunset could only watch as she flew towards the creature, striking it in the face, and gaining its attention. As the creature let out a roar, it focused all of its rage on Ghost Spider, leaving Sunset and the others a brief window.

"Dash can you get the people out?" Sunset shouted.

"In ten seconds flat," Rainbow shouted, as she sped in the direction of the burning building.

"Twilight, Pinkie, get the fire under control," Sunset said, to which the three girls simply nodded. By now the entire bottom floor of the building was fully engulfed in flames, while on the floors above, people had gathered by the windows, crying for help. Thinking quickly, Pinkie pulled a sprinkle shaker from her hair, and poured some into her hand. At once the sprinkles began glowing bright pink as they were supercharged, once she was sure the charge was at its peak, she hurled them at a nearby fire hydrant.

"All yours Twilight," Pinkie shouted, as the sprinkles detonated, blowing off the top of the hydrant.

"On it Pinkie," Twilight said, as she focused her energy on the geyser, moving the torrent of water towards the burning building, where it began to douse the flames. Once Twilight was sure the flames were under control she nodded to Rainbow Dash, who immediately raced into the building as fast as her enhanced speed could carry her. In a matter of seconds Rainbow sped through the blazing building, grabbing as many people as she could.  
"Hurry up Rainbow," Twilight said, as she began to feel light headed, never before had she used her telekinesis for so long, and gradually it was taking a toll on her. Just as Twilight lost focus, Rainbow shot out of the building holding the last victim of the fire.  
"Easy Twiley," Pinkie said, as she grabbed Twilight's arm as she felt her strength finally give out. By now a small crowd had gathered around the girls, thanking them for what they had accomplished. Even more applauding, For the three girls it was the first time they truly felt like superheroes.

Ghost Spider managed to dodge the creature's massive tail, as it plowed into the wall of a nearby building, barely missing Ghost Spider. For the creature, all it could see was rage. This girl dared to interfere with his sacred mission, his destiny. No he wouldn't allow it, once again he reared back, and unleashed a torrent of fire at Ghost Spider.

"Talk about bad breath," Ghost Spider said, as she back flipped over the stream of flames, and fired a burst of webbing, which latched itself around the creature's mouth and eyes. Blinding him just long enough for Ghost Spider to fire another burst of webbing, which latched onto the creature's chest, with all her strength Ghost Spider launched herself at the creature, striking him in the face, severing the webbing that was wrapped around the creature's face, but leaving it stunned for a few moments.

"BEHIND YOU," Sunset shouted, a few seconds later Ghost Spider's spider sense went off, but before she could react the creature grabbed her.

" _ **You thought you could stop me,**_ " the creature said, as he began to squeeze, " _ **But I still stand, I still breath. Now you will know the price for defying the will of the creator.**_ " Ghost Spider struggled, with all of her strength to try and break the creature's grip but found herself unable to break free. From her vantage point on the wall above the fight, Sunset knew she had to do something. '

"Fluttershy," Sunset shouted, "can you distract that thing?" Fluttershy simply nodded, as she focused her thoughts into the pendant around her neck. From out of the sky hundreds of birds flew towards the massive creature, distracting it just long enough for Sunset to make her move. Breathing in she pushed herself off the wall, flying towards the creature, somersaulting before striking the creature in the side of the head with the heel of her her boot with her full strength, causing the creature to let go of Ghost Spider, dropping the barely conscious girl to the ground. With the creature dazed, Sunset and Fluttershy lifted Ghost Spider up by her arms, and carried her into a nearby alleyway. It was at that moment Rarity and Applejack finally reached the scene, helping Sunset lean the injured Ghost Spider against the wall. Yet despite their efforts Ghost Spider still tried to get back up.

"Easy there sugarcube," Applejack said, trying to hold Ghost Spider back, "You're in no shape to do anything," it was only because of Applejack's own enhanced strength that Ghost Spider found herself unable to move.

"You don't understand," Ghost Spider replied, "I have to do this." It was at that moment Sunset spoke up.

"No you don't," Sunset replied, "At least you don't have to face it alone, me and my friends can stop that creature." Ghost Spider remained silent, once again trying to get up, only for Applejack to continue hold her down.

"You once said Spiders must stick together," Sunset replied, "In case you haven't noticed me and you are the same. How can I prove myself worthy of these powers if I can't use them." Ghost Spider remained silent, as she removed one of her gloves revealing one of her web shooters, and a small charm bracelet with the letters: G + P, on it.

"You've got guts rookie," Ghost Spider said, as she removed her web shooter, and handed it to Sunset, "One tap to fire, two taps to release." Sunset simply smiled, as she placed the web shooter on her wrist.

"And I want it back when you beat this thing." Sunset simply smiled, as she turned to face Fluttershy.

"Stay with her," Sunset said, Fluttershy simply nodded, her gaze then shifted to Applejack and Rarity, "think you two can hold that thing long enough for me to try and knock it out?" Applejack simply cracked her knuckles.

"Sure thing Sunset," Applejack replied.

The creature had turned its attention to Twilight, Rainbow and Pinkie, it's blazing red eyes filled with rage. Twilight by now had expended all of her energy, and had collapsed into Rainbow's arms, leaving only Pinkie able to fight back.

"Keep back you big meanie," Pinkie said, as she emptied her entire sprinkle shaker into her hand, her magic flowing into the sprinkles until she hurled them at the creature striking it in the eyes, temporarily blinding it. The creature though simply laughed.

" _ **To live is to suffer, to survive is to find some meaning in the suffering.**_ " The creature said, his gaze penetrated into Pinkie's mind, slowly she pulled another sprinkle shaker from her hair, without even thinking she once again emptied the shaker into her hand and slowly she turned to her friends.

"Pinkie," Rainbow said, as she lifted Twilight to her feet, "What are you doing?" Pinkie remained silent as she hurled the sprinkles at her friends, it was only thanks to Rainbow's speed that Pinkie missed, the sprinkles detonating just a few centimeters from where they had been standing. Once again Pinkie reached into her hair, only this time she pulled out a deck of playing cards, drawing one of the cards Pinkie once again allowed energy to flow into the card, and threw it at Rainbow, yet just as the card was about strike Rainbow, a diamond shaped energy shield suddenly materialized around her, causing the card to detonate prematurely. Just as Pinkie was about to charge another card, she soon found herself wrapped up in in more energy shields.

"Sorry darling," Rarity said, "It's for your own good." Just as the creature turned its attention to Rarity, Sunset fired a single burst of webbing, striking the creature in the eyes, blinding it.

"Whoa what happened," Pinkie said, feeling dizzy.

"Worry about that later," Applejack said, as she grabbed hold of the creature, using her own enhanced strength to try and hold it in place, "NOW SUNSET." Sunset simply nodded, as she once again used all her strength to push herself from the wall she clung to, and putting all her strength into this one punch, struck the creature in the face this time successfully knocking him out.

"That was so awesome," Rainbow said, as Twilight slowly regained her focus.

"What happened did we win?"

"We sure did darling," Rarity said, "still where did this thing come from? Equestria?"

"I don't know," Sunset replied, as she knelt down and touched the creature's face, her eyes flashing bright white for a few minutes as it's memories filled it's mind. What she saw filled her with horror, the creature was a human being who had been exposed to high levels of magic.

"What did you see?" Twilight inquired. Yet before Sunset had a chance to respond the sounds of sirens filled the air.

"About time," Rainbow said, yet as the police cars pulled into view it soon became apparent they weren't the Canterlot Police Department, the star symbol of SparkCorp's security teams recognizable to everyone, especially Twilight.

"Girls we need to get out of here," Twilight said, with a hint of concern to her voice.

"Come on this is our…." Twilight cut Rainbow off before she had a chance to finish her statement.

"Trust me we don't want to be around," Twilight said, sighing. With that the girls once again made their way back into the alleyway Fluttershy was in, as the first SparkCorp APC pulled up, and dozens of heavily armed troops emerged, their weapons trained on the unconscious creature, as a few fired numerous tranquilizer darts into the creature.

From their vantage point in the alleyway, the girls watched as more SparkCorp APCs pulled up, surrounding the creature, blocking it from the gathering crowd, yet from where they stood they had a clear view of what was transpiring as medical teams raced to the damaged transport, looking for survivors, and the creature itself was sealed within a large container, that was loaded onto another transport, which sped away.

"The poor thing," Fluttershy said, as they watched the transport vanish into the distance, "What do you think they'll do to it?"  
"Trust me, you're better off not knowing," Twilight replied.

"I have to admit," Ghost Spider said, getting the girls attention, "You did good rookie."

"Y'all shouldn't be moving around sugar cube," Applejack said.

"I'm a lot more durable then I look kid," Ghost Spider replied.

"I think this is yours," Sunset said, as she slid the web shooter off her wrist, handing it back to Ghost Spider.

"Thanks Sunset," Ghost Spider said, as she slid the web shooter back onto her wrist. Yet as she raised her arm to fire off a webline. "See you around." With that Ghost Spider swung off.

"YOU DON'T HAVE TO BE SO RUDE," Pinkie shouted.

Location: Sunset's Apartment, that evening.

Sunset had spent the better part of the evening trying to figure out her new found powers. It had been hard enough trying to figure out how Equestrian Magic alone worked in this world. But this was something far different. She ran every magic spell and incantation she could remember from her days as Celestia's student through her head. None of them could explain how a spider bite could've changed her so much.

"Gah none of this makes any sense," Sunset said, flopping on her bed. "It was just a spider bite, I've been bitten by Star Spiders before and they never once did this…" It was at that moment a familiar buzzing sound echoed through her head. Turning behind her, she saw Ghost Spider standing on her window sill.

"What are you doing here," Sunset inquired, "I thought you worked alone?"

"I also said Spiders have to stick together," Ghost Spider replied, "besides I need a place to crash and you could use someone to show you the ropes."

"I appreciate the offer," Sunset said, with a hint of hesitation, "but after today."

"You're confused and unsure," Ghost Spider replied. "Trust me I know what that's like."

"How so," Sunset replied, "you seem pretty confident in what you do."

"Not a day goes by where I don't question what I do," Ghost Spider said. "In the end I tell myself I'm trying to make up for my past mistakes."

"Seems we have that in common," Sunset replied, sighing, "I've spent so much time running from my past, and trying to set my mistakes right I don't know if I've made a difference in anyone's life."

"And yet you keep going," Ghost Spider said.

"I have too," Sunset said, "and yet there are times where I'm just worried that I'll…." Ghost Spider cut her off.

"That you'll let those closest to you down." The memories of that horrible night once again flew to the surface. She could see the gym, the monster that had once been her best friend, how she pleaded with him to stop, and that one moment where she let down everyone. Cradling the dying boy in her arms, and how one person shouting that she had killed him destroyed her world's faith in her, and her faith in herself.

"How did you know that creature?" Sunset finally asked. Ghost Spider remained silent, even thinking about it still cut her to the core,

"Please don't ask me that," Ghost Spider replied.

"How can we trust you if you won't…" What Ghost Spider did next shocked even Sunset. She removed both her hood and her mask, revealing her true face. It was the face of a girl no older than Sunset, with shoulder length blonde hair, the tips of which were dyed hot pink.

"I'm trusting you enough to show you my true face rookie," Ghost Spider said, "what more can you ask for?" Sunset remained silent, yet smiled as she extended her hand.

"I'm Sunset Shimmer," Sunset said.

"Gwen Stacy," Gwen said, as she took Sunset's hand in her own and shook it.


	4. Chapter IV: Friendship Forged

Location: Sunset's Apartment, the next morning

"IN THE NAME OF CELESTIA NOT AGAIN!," Sunset screamed, her shout catching Gwen's attention. Without a moment's hesitation Gwen raced up the stairs to where Sunset had her bed set, only to find her new roommate struggling to get a set of covers that she'd latched onto off. As Gwen made her way into Sunset's room, she couldn't help but laugh, as Sunset struggled to get herself free of the covers. She still remembered the first time she'd woken up with her powers, and how long it had taken her to figure out how to control her wall crawling.

"Just relax," Gwen said, getting Sunset's attention.

"Sorry I didn't know you were up," Sunset replied, trying to once again shake the covers free from her hands. "Stupid covers...how do you live like this any how?"

"It takes time," Gwen replied, "but you need to relax."

"Easier said than done?" Sunset said

"Look what do you do to relax," Gwen asked. Thinking quickly Sunset began to hum a song, slowly the covers began to come off. "Trust me rookie first time I discovered my powers I nearly gave myself away because I kept getting my clothes stuck to my hands." Sunset couldn't help but laugh at what she had just heard.

"Guess we all have to start somewhere," Sunset replied, smiling. Just then her cell phone began vibrating.

"Hello," Sunset said, as she put the phone to her ear, "Oh Twilight. Yes I remember the meeting at the mall. Yes by the way you might want to have AJ prepare eight shakes we'll be having some company joining us. No, Rarity didn't have a change of plans you know how she is, let's just say I've got a new friend for you girls to meet." Gwen simply returned the smile Sunset had given her.

Location: Canterlot Mall, later that morning

Gwen had only managed to bring one change of clothing with her, which she had tucked away in a backpack she had hidden in the alleyway near Sunset's apartment building, and retrieved before entering Sunset's apartment. Her outfit consisted of a white tank top with a purple spider embroidered in the center, a black mini skirt and black and purple cowboy boots. Sunset couldn't help but roll her eyes, Rarity was going to have a field day with that look.

"So you ever think someone might guess who you really are?" Sunset inquired.

"No, I do wear a mask," Gwen replied.  
"I mean it's just your outfit, especially with the spider logo," Sunset said, trying her best to control her laughter. Small talk wasn't her forte after all. Still it was enough to earn a small laugh from Gwen.

"Guess I really did misjudge you rookie," Gwen said. From the corner of her eye Sunset spotted her friends gathered at one of the tables in the food court. Pinkie of course standing up waving them over. Smiling Sunset grabbed Gwen by the arm and pulled her towards the table.

"So who's the new girl Sunset?" Applejack inquired, before eyeing Gwen with a suspicious look, "You seem familiar have we met before?" Gwen simply shook her head.

"No we haven't," Gwen replied, "I'm Gwen by the way," she extended her hand, "I'm Sunset's new roommate." One by one each of Sunset's friends went through the process of introducing themselves but when it came time for Applejack to introduce herself, her eyes narrowed, in suspicion.

"Sunset never told us she was lookin for a roommate," Applejack said.

"Oh maybe she's that Ghost Spider girl we encountered before," Pinkie added, "and this is her "secret identity." Gwen gulped, before Sunset whispered in her ear.

"Relax it's just Pinkie Pie being Pinkie Pie. You'll get use to it."

"I just moved to town from Manhattan," Gwen finally said, "and well there was a vacancy at Sunset's place. Just never told me I'd be sharing it with someone." Applejack simply raised her eyebrow.

"Relax AJ," Rainbow said, "so the new girl needed a place to crash," with that she stood up from the table and made her way over to a nearby trash can with Applejack not far behind.

"That gal's hiding something," Applejack said, before noticing the more somber look that had crept across Rainbow's face, "You okay sugarcube?"

"Okay," Rainbow replied, trying her best to keep her voice down, "You know what the kids are saying Sunset blew me out of the water yesterday in gym. ME Rainbow Dash, the star athlete at CHS, was one upped by an egghead."

"I think you're overreacting," Applejack replied.

"I've spent years training to be the best," Rainbow said, gazing over her shoulder to make sure no one was listening in, "ever since the Fall Formal it's like there's suddenly NOTHING Sunset isn't good at, and now because of something as trivial as a spider bite I'm suddenly the second best athlete in school. I mean that spider could've bitten anyone of us, including me, no it should've been me."

"That's your ego talking Dash," Applejack replied, raising her eyebrow, as she turned to face her friends. By now Gwen and Sunset had taken their seats with the others, and from their distance they couldn't make out what they were saying, "but there's somethin about that Gwen gal that just doesn't feel right."

"You're being paranoid," Rainbow replied.

"You ever hear of a place called Manhattan before?" Applejack inquired.

"She probably meant Manehattan but misspoke," Rainbow replied.

"Dash if there's one thing I know it's when folks are lying and that gal is lying through her teeth," Applejack said.

"Wait you don't think Pinkie Pie's right about her?" Dash asked. Applejack once again looked back at the table, there was only one way to find out.

"And you should've seen Sunset Shimmer's face after Fluttershy found my floaty," Pinkie Pie said, laughing. Gwen simply shot Sunset a smirk.

"You really thought a floaty was a sea serpent?" Gwen inquired.

"It was an easy mistake to make," Sunset replied, blushing.

"I'm surprised that you'd fall for something like that rookie," Gwen said, it was at that moment Applejack and Rainbow Dash returned to the table.

"That makes one of us," Applejack replied, taking a seat across from Gwen.

"What's that supposed to mean?" Gwen said, the look on her face becoming more serious, as she read the glare in Applejack's eyes, a glare that told her the farm girl knew full well who she really was.

"Look Gwen I know you're lying," Applejack said, crossing her arms, "So why don't you tell the truth. Why are you really here?" Gwen remained silent, but eventually started laughing.

"What more is there to tell," Gwen said, "My dad was transferred to the Canterlot City Police Department, and I just arrived here and needed a place to stay."

"If that was the case then why don't you stay with your dad?" Applejack said. Gwen fell silent.

"You're not here simply because your family moved are you," Twilight replied. "Ghost Spider." Gwen remained silent before finally being able to form a reply.

"Okay so now you know who I really am," Gwen replied, sighing, "I came here to track down the source of the strange happenings in this town."

"Uh that was us." Sunset and Twilight said in unison. Applejack raised an eyebrow, knowing full well Gwen wasn't telling the entire truth.

"There's more to it then that," Applejack said.

"All I know is there is something here in this city," Gwen turned to face Twilight and Sunset, "Something your escapades at the Friendship Games awoke." A look of dread came across Twilight and Sunset's faces.

"Um excuse me Gwen," Fluttershy added, "what exactly do you think we awoke?"

"That's just it," Gwen replied, "I don't know."

"Well what are we waiting for," Rainbow said, smiling, "we've got a magical entity to find."  
"We will be doing nothing," Gwen replied, however the tone of her voice soon changed, "Look I know you all mean well. But even I don't know what this thing is, and I can't in good conscious put anyone one else in danger."

"Hey now y'all and Sunset here aren't the only ones with powers," Applejack replied.

"I'm sorry," Gwen said, "But it's easier to keep an eye on one rookie rather than seven."

"ROOKIES," Rainbow shouted, "DO YOU KNOW WHO I AM? I'M RAINBOW "DANGER" DASH, CAPTAIN OF EVERY TEAM AT CANTERLOT HIGH I AM NO ROOKIE!"

"Even the chess team," Gwen smerk

"ESPECIALLY THE CHESS TEAM!" Rainbow's face suddenly turned beet red, as she slid back into her seat.

"I mean Gwen does have a point we really haven't gotten a full grasp of our magic," Fluttershy said.

"Don't tell me you're taking her side," Rainbow added, "I mean she calls herself Ghost Spider, that screams 'I have low self esteem and identify with bugs and Ouija boards.'"

"So says the captain of the Knitting Club," Gwen replied, with a smirk to her face.

"YOU DO NOT INSULT THE KNITTING CLUB!" Rainbow fell silent, "GAHH I CAN'T BELIEVE I FELL FOR THAT TWICE!" The group couldn't help but laugh, much to Rainbow's shagrin. Once the laughter had died down Rainbow was quick to change the subject.

"So what about your new superhero name I still say Sun Spider is 20% cooler then Ghost Spider?" Rainbow asked.

"I'm not calling myself Sun Spider."

"And I just can't wait to design you a new costume darling," Rarity added

"Just don't over do it Rarity," Sunset added.

Location: Rooftop of Sunset's Apartment Complex, that night

Sunset smiled as she slowly made her way up the side of the building. Her bright red gown glistening in the moonlight, and the bright yellow cape she wore fluttering in the wind, as she did so. Nearing the top of the building, Sunset grasped the edge of the roof and pulled herself onto the roof, backflipping as she did so.

"Gwen you up here," Sunset said.

"Behind you rookie," Ghost Spider said, causing Sunset to nearly jump out of skin in fright.

"Don't do that," Sunset replied, trying to catch her breath. "So what's so important that we meet out here in the dead of night?"

"Okay first off ditch the cape," Ghost Spider replied.

"I think it makes me look more like a superhero." Ghost Spider simply let out a sigh, as she grabbed Sunset's cape.

"Take that off you're disrespecting the legacy," Ghost Spider said, as she ripped the cape off, "Spiders don't wear capes."

"So says the girl in the hood," Sunset replied, with a hint of annoyance.

"Completely different," Ghost Spider replied, as she removed her left glove, sliding her webshooter off, and tossing it to Sunset. "School's in session rookie,"she fired a line of webbing at a building across the street, "Lesson one webswinging." With that she jumped off the edge of the roof, using the webline to swing across to the other building, latching onto the side of the building.

"Well you coming rookie," Ghost Spider inquired. Sunset looked on with hesitation, as she slid her hand into the webshooter. It would be her first time attempting to actually webswing.  
"You sure about this," Sunset inquired.

"It's easy rookie," Ghost Spider replied, "just aim where you want it to hit, fire and swing across and connect with the wall." Breathing in Sunset closed her eyes, and fired a stream of webbing towards where Ghost Spider was, once she was sure the webline had connected, Sunset breathed in and leapt off the roof, managing to reach the window ledge, which she managed to grab a hold of.

"Nice job but I asked for you to connect to the wall," Ghost Spider said, as she crawled down the side.

"Easier said than done Gwen," Sunset said.

"Whoa hey we're in uniform secret ID remember." Sunset couldn't help but laugh. Ghost Spider once again extended her arm and fired another web toward another building, this one farther in the distance, "try to keep up Sun Spider." With that Ghost Spider swung towards the building, reaching it in a matter of seconds. A smile crept over Sunset's face.

"Is that a challenge," Sunset said, as she fire off her own web line, and swung towards the other building, latching onto the wall, "well then challenge accepted, and DON'T CALL ME SUN-SPIDER." Ghost Spider couldn't help but snicker, as the two climbed towards the roof of the building.

"Hey, I think your friend was on to something."

"This coming from a girl who calls herself Ghost Spider," Sunset replied, as they reached the top of the building. Ghost Spider simply laughed.

"Touche," Ghost Spider said, "Oh one more thing," with that Ghost Spider fired a stream of webbing that wrapped itself around Sunset's upper face, forming a makeshift mask. "Pony Ears and a ponytail aren't much of a disguise rookie." It was at that moment both girls felt the all too familiar tingling of their spider senses, followed soon after by the sound of breaking glass filling their ears. Racing over to the edge of the roof, the two girls saw a small group of men, having smashed out the window of a nearby jewelry store, moving objects from a large van into the store.

"Well looks like it's time for some on the job training," Ghost Spider said, as she climbed onto the ledge and fired off another webline.

"Wait shouldn't we…" Before Sunset had a chance to finish her sentence Ghost Spider grabbed her by the wrist, causing her webshooter to fire off a webline of its own.

"You know what they say rookie," Ghost Spider said, "the best way to lean is under intense life threatening pressure." With that the two swung off in the direction of the figures.

Outside the jewelry store stood a large white truck, with no visible markings, save for a large toy pony beneath which were written the words: Orbsah's My Pretty Unicorn. Around the truck were two men, each dressed in blue overalls and white shirts, while a third pretended to change one of the truck's tires. Behind the truck three other men all dressed in black and wearing ski masks were busy dousing the interior of the building with gasoline.

"Too bad bought my engagement ring here," one of the men said, as he finished pouring the liquid on one of the display cases.

"Too bad he missed his payment," another man said, fingering the hammer on the handgun lashed to his hip.

"You hear about what happened to the guys who Kingpin sent to rob the joint?"

"Fools messed up and got busted, nuff said."

"Not what I heard. You seen the vids people have been posting. Word on the street is Kingpin's getting nervous."

"Cheap special effects. Nothing more. Now hurry up we have a job to finish." The other men remained silent as they finished emptying the final gas cans. Stepping out into the alleyway adjacent to the jewelry store, the man barely had a chance to light his cigarette, when a low thwip broke the silence. A stream of webbing shot from out of the darkness, which soon pulled him up the side of the building.

"Little late for a cookout?" Ghost Spider inquired.

"Look it's not," before he could finish his sentence, Sunset fired a stream of webbing at his mouth sealing it shut.

"What," Sunset said, as Ghost Spider shot her a glare, "he's just a lookout. Besides I've got an idea how to get what we want out of him, if you can spare some webbing," Ghost Spider let out a sigh, as she fired a stream of webbing towards the building behind her.

"You wanna hold this for a second," Ghost Spider said, handing the man the webline, "thanks." She fired another burst of webbing which latched the webline to the man's shirt, as she let it go, the man was dragged into the sky. Slowly Sunset made her way over to the man, and placed her hand on his cheek, for a few brief seconds her eyes flashed white.

"There's six of them including this guy. Seems the owner owes protection money and they're here to burn the place down."

"Okay question how'd you do that?" Sunset let out a sigh, as she cut Ghost Spider off.

"I can sort of read people's minds when I touch them."

"Okay, first off creepy, second how can you do that?"

"It's complicated." It was at that moment both of their spider senses began to go off. Acting almost on pure instinct the two girls leapt onto the wall of the jewelry store, just as the door knob began to turn.

"Hey Skid Marks," a voice shouted from inside the store, "what's going on out there?" A second man, armed with a small handgun, emerged from the doorway, and gazed into the alley. Only to be greeted by silence, "hey Skids you out here?" Before he had a chance to react, he found himself pinned to the far wall, by a stream of webbing.

"G…" before he had a chance to finish his sentence another burst of webbing wrapped itself around his mouth, as Sunset and Ghost Spider lept off the wall.

"We'll discuss this whole mind reading thing after we wrap up the bad guys. I got the jerks out front if you think you can handle the one on the inside." A smirk crept over Sunset's face.

"Who ever takes down their baddies first pays for the milkshakes," Sunset said, smiling.

"You're on Sunny," Ghost Spider replied, as she leapt onto the wall behind her, and began crawling towards the truck.

"Don't call me Sunny," Sunset said, as she slowly made her way into the jewelry store. The moment she crossed the threshold, her spider-sense began to go off just as the sounds of gunfire began to echo through the store, it was only thanks to her enhanced reflexes that she was able to dodge the shots, managing to finally latch onto the ceiling.

"Nice try," Sunset said, as she fired a burst of webbing from her webshooter, grabbing the man's gun, ripping it from his grasp, and pulling it into her own hand where she preceded to crush it, "but you'll have to do better than that." With a smile to her face Sunset fired of a webline that latched onto the man's shirt before leaping off the ceiling, landing a punch right into his face, knocking him to the ground. Just as the man regained his footing, Sunset unleashed another burst of webbing,this time pinning him to the far wall.

"Stick around," Sunset said, with a smirk to her face.

Outside the jewelry store, Ghost Spider crawled her way across the far wall of the alley towards the waiting truck. Standing in front of the vehicle she could make out three distinct figures, two of which were kneeling near the front wheel, working on the front passenger side tire, with the third leaning against the truck puffing a cigarette. Yet her spider-sense was once again buzzing in the back of her head, meaning they were more than likely armed. Looking over her surroundings Ghost Spider eyed a nearby garbage can, slowly she raised her arm and fired a burst of webbing from her webshooter, snagging the garbage can and with a quick pull flipped in onto its side, catching the attention of the man standing near the truck.

"You hear that," the man said, as he pulled a handgun from beneath his jacket. "Gonna go check it out." Beneath her mask Ghost Spider smiled, as she leapt onto the roof of the truck. Slowly she crawled her way down the other side, and once she was sure the man's back was to her, she fired three bursts of webbing from her wrists, lashing the man to the side of the building.

"You know you goons just make this job too easy," Ghost Spider said. Once again she felt her spider sense begin to buzz. Just out of her line of sight one of the other men made his way around the truck to investigate what had been going on, just as he rounded the edge of the truck Ghost Spider unleashed another burst of webbing, pinning the man's hand to the door of the truck, before he had a chance to scream, another burst of webbing wrapped itself around his mouth.

"You know there are noise laws in this city," Ghost Spider said, "besides most people are asleep at this time of night." Just as the man reached for the inside pocket of his jacket Ghost Spider fired another burst of webbing, that lashed his other arm to the wheel well, before delivering a punch to the face, knocking the man out.

"Two down," Ghost Spider said, as she leapt onto the side of the truck, and slowly made her way up to the top. Once she reached the top of the truck, she gazed over the side, spotting the last man lashed to the ground by spiderwebs.

"Three for me," a familiar voice said, as Ghost Spider turned to fine Sunset clinging to the wall above the truck.  
"The lookout doesn't count," Ghost Spider said, laughing.

"Well then it looks like we're tied," Sunset replied. Ghost Spider couldn't help but laugh.  
"You know what Sunset," Ghost Spider said, as she leapt onto the wall next to Sunset, "Drinks are on me….so where's the best place to get milkshakes at this hour?" Sunset simply smiled.

"Follow me rookie," Sunset said, as she fired a web line into the distance. Ghost Spider couldn't help but laugh, as she fired a webline from her own webshooter and swung off into the darkness towards their apartment .

Location: Gerber's All Night Ice Cream Parlour, an hour later

The dinner itself was not that different from any of the other multitude of buildings, a single story building, shaped like a silver cigar, with a number of windows circling around the entire circumference. Inside the walls had been decorated with numerous pieces of comic art, and news paper clippings. On the surface these seemed like any other collection of rare art but to the owner they were reminders of what had once been, reminders of a time when he had been a one time famous comic book artist before a lawsuit ruined his career. Behind the counter stood a middle aged man with mussy dark brown hair, and thick glasses, and jeans and t-shirt with the words: Howard for President in 76 written across it.  
"Hey Sunset Shimmer my favorite customer," the man said, as Sunset and Gwen made their way into the dinner, having changed into their street clothes back at their apartment .

"Hey Howard," Sunset said, as she and Gwen took a seat near the front entrance, "That's Howard Gerber. They say he was once one of the biggest names in comics with his Howard Duke: The Destroyer Duck comics," slowly the man approached the table.

"Was being the optimal word," the man replied, "that lawsuit over Destroyer Duck ruined me. So I took what money I had left opened this diner, and teach some art classes," a smile crept over the man's face, "the usual Sunset?"

"You know it," Sunset said, laughing. The man then turned his attention to Gwen.

"And your friend?"

"Same as her," Gwen replied, with that the man nodded his head and quickly made his way to the kitchen.

"Famous comic artist huh," Gwen asked, smiling.

"Was," Sunset replied, "I've been taking lessons from him on the side. It's always been my dream to have my art and songs published." Gwen couldn't help but laugh a little.

"Never pegged you for an artist rookie."

"What about you," Sunset added. Gwen remained silent as she turned her gaze out the window, almost as if she was trying to avoid the question. "I mean if we're going to work together we might as well get to know each other better. I mean there's gotta be more to you than you know."  
"Not much to say really," Gwen replied, "other then my night job I'm really not that different from you. Except I'm a drummer in my spare time." Sunset's eyes lit up.

"No way you play the drums," Sunset replied, "I play the guitar," it was then Sunset noticed the far more serious look on Gwen's face.

"Not that dad really approves," Gwen replied, "He's always like you can't make a career out of music." Sunset couldn't help but laugh.

"Seems we have more in common then just our night jobs," Sunset said, "My mother pretty much had an org chart set up when I first went off to school, same with my brother."

"So tell me something rookie," Gwen asked, "Why do you suddenly want to wear the mask?" Sunset remained silent, she wasn't expecting that question.

"I guess it's because I want to help people," Sunset replied. The stern look on Gwen's face remained.

"You and your posse seem to have had powers already," Gwen replied, crossing her arms, "why weren't you "saving the day" before?" Sunset remained silent, the thought of her and her friends using the magic they had gained to protect the city had crossed her mind numerous times, but always pushed it out of her mind, especially after the Fall Formal.

"Does it have anything to do why you feel responsible for what was awoken at the Friendship Games?" Still Sunset remained silent.

"You're not the only one with a past to hide Gwen," Sunset replied. "As for why we don't use our powers. With the exception of Rainbow Dash most of us just want to live normal lives. I mean we help out every now and then."

"So you made a mistake and feel like you can't go on," Gwen continued, "trust me when I say you're not the only one. When I first put on the mask I did so because I thought it freed me from all responsibility that it and my powers made me special," she paused for a moment, "then someone tried to be like me, and in the end it cost me more than anyone back home knows. At first I wanted to simply quit, but that night I realized I had to define what the mask means or others will," Gwen put her hand on Sunset's, "this is probably going to be the hardest choice you'll ever have to make rookie. But I want you to know at least you'll have a friend to help guide you." Sunset simply smiled.

Stayed tuned for Chapter V: The Great and Powerful Mysterio


End file.
